FIRST SECURITYFED FINANCIAL INC
10QSB, 1998-05-15
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549



                                   FORM 10-QSB
                                   (Mark One)



[X]  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934

     For the period ended: March 31, 1998

[ ]  Transition  Report  Pursuant  to Section  13 or 15(d) of the  Securities
     Exchange Act of 1934

     For the transition period from ______________ to ________________

     Commission file number 00-23063

                       First SecurityFed Financial , Inc.
             (Exact Name of Registrant as Specified In Its Charter)

           Delaware                                            36-4177515
(State or Other Jurisdiction of                               (IRS Employer
Incorporation or Organization)                             Identification No.)

            Chicago, Illinois                                    60622
(Address of Principal Executive Offices)                      (Zip Code)

                                  773/772-4500
              (Registrant's telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                                YES   _X_        NO  ___

Indicate the number of shares outstanding of each the issuer's classes of common
stock, as of the latest practicable date:

            Class                                 Outstanding at April 30, 1998
            -----                                 -----------------------------
Common Stock, par value $0.01                             6,408,000 shares



<PAGE>


                        FIRST SECURITYFED FINANCIAL, INC.
                                CHICAGO, ILLINOIS



                                      INDEX





<TABLE>
<S>                                                                                                 <C>
Part I.  Financial Information

     Item 1.    Financial Statements

         Condensed Consolidated Statements of Financial Condition  as of
           March  31, 1998 and December 31, 1997................................................    3

         Condensed Consolidated Statements of Income for the three months
           ended March 31, 1998 and 1997........................................................    4

         Statement of Comprehensive Income
           three months ended March 31, 1998 and 1997...........................................    5

         Condensed Consolidated Statements of Changes in Equity for the
           three months ended March 31, 1998 and 1997...........................................    6

         Condensed Consolidated Statements of Cash Flows for the three
           months ended March 31, 1998 and 1997.................................................    7

         Notes to the Condensed Consolidated Financial Statements as of
           March 31, 1998.......................................................................    8

     Item 2.    Management's Discussion and Analysis of the Financial Condition
                      and Results of Operation..................................................   11

     Item 3.  Quantitative and Qualitative  Disclosures about Market Risk ......................   15

Part II. Other Information

     Item 6.  Exhibits and Reports on Form 8-K..................................................   17

</TABLE>


                                                                               2
<PAGE>

                        FIRST SECURITYFED FINANCIAL, INC.
                                CHICAGO, ILLINOIS
            CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
             (Dollars in thousands, except share and per share data)
                                   (Unaudited)

- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                   March 31,  December 31,
                                                                     1998         1997
                                                                  ---------    ---------
<S>                                                               <C>          <C>      
ASSETS
Cash and due from banks                                           $  10,757    $  12,090
Federal funds sold                                                    7,000       18,000
                                                                  ---------    ---------
     Total cash and cash equivalents                                 17,757       30,090
Time deposits in other financial
  institutions                                                          200          200
Securities available-for-sale                                        36,552       32,461
Securities held-to-maturity (fair value of
 $64,140 in 1998 and $57,498 in 1997)                                63,851       57,022
Loans, net of allowance for loan losses                             195,031      186,259
Federal Home Loan Bank stock                                          1,852        1,852
Premises and equipment, net                                           3,618        3,692
Accrued interest receivable                                           2,581        2,071
Intangible assets                                                       273          291
Other assets                                                          1,564        1,911
                                                                  ---------    ---------

     Total assets                                                 $ 323,279    $ 315,849
                                                                  =========    =========

LIABILITIES AND EQUITY
Liabilities
     Deposits                                                     $ 212,641    $ 210,100
     Advances from borrowers for taxes and
       insurance                                                      1,425        2,400
     Advances from Federal Home Loan Bank                            14,000       10,000
     Accrued interest payable and other liabilities                   1,708        1,477
                                                                  ---------    ---------
         Total liabilities                                          229,774      223,977

 Stockholders' Equity
     Preferred stock, $0.01 par value per share, 500,000 shares
      authorized, no shares issued and outstanding                       --           --
     Common stock, $0.01 par value per share, 8,000,000
      shares authorized, 6,408,000 shares issued                         64           64
     Additional paid-in capital                                      65,542       65,495
     Unearned ESOP shares                                            (4,847)      (4,935)
     Retained earnings, substantially restricted                     32,743       31,290
     Net unrealized loss on available-for-sale
       securities, net of income taxes                                    3          (42)
                                                                  ---------    ---------
     Total equity                                                    93,505       91,872
                                                                  ---------    ---------

     Total liabilities and equity                                 $ 323,279    $ 315,849
                                                                  =========    =========
</TABLE>


                                                                               3
<PAGE>

                        FIRST SECURITYFED FINANCIAL, INC.
                                CHICAGO, ILLINOIS
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
             (Dollars in thousands, except share and per share data)
                                   (Unaudited)

                                                             Three months ended
                                                                  March 31,
                                                             1998          1997
                                                            ------        ------
Interest income
    Loans                                                   $4,067        $3,476
    Securities                                                 987           495
    Mortgage-backed securities                                 806           859
    Other interest-earning assets                              164            28
                                                            ------        ------
       Total interest income                                 6,024         4,858

Interest expense
    Deposits                                                 2,324         2,333
    FHLB advances                                              189            71
                                                            ------        ------
       Total interest expense                                2,513         2,404
Net interest income                                          3,511         2,454

Provision for loan losses                                       62           562
                                                            ------        ------

Net interest income after
  provision for loan losses                                  3,449         1,892

Noninterest income
    Other income                                               159           150
                                                            ------        ------
       Total noninterest income                                159           150

Noninterest expense
    Compensation and benefits                                  663           564
    Occupancy and equipment expense                            180           168
    Data Processing                                             92            71
    Federal deposit insurance premiums                          52            25
    Professional fees                                           28            25
    Other operating expenses                                   225           265
                                                            ------        ------
       Total noninterest expense                             1,240         1,118
                                                            ------        ------

Income before income tax provision                           2,368           924

Provision for income taxes                                     915           364
                                                            ------        ------


Net income                                                  $1,453        $  560
                                                            ======        ======

Earnings per share
    Basic                                                   $  .24
                                                            ======
    Diluted                                                 $  .24
                                                            ======


                                                                               4
<PAGE>

                        FIRST SECURITYFED FINANCIAL, INC.
                                CHICAGO, ILLINOIS
                        STATEMENT OF COMPREHENSIVE INCOME
             (Dollars in thousands, except share and per share data)
                                   (Unaudited)

                                                              Three months ended
                                                                  March 31,
                                                              1998        1997
                                                             ------      ------

Net Income                                                   $1,453      $  560

Other comprehensive income, net of tax:
   Change  in unrealized gains on securities                     45         (72)
                                                             ------      ------

Comprehensive Income                                         $1,498      $  488
                                                             ======      ======






                                                                               5
<PAGE>


                        FIRST SECURITYFED FINANCIAL, INC.
                                CHICAGO, ILLINOIS
                           CONDENSED CONSOLIDATED STATEMENTS OF
                                CHANGES IN EQUITY
             (Dollars in thousands, except share and per share data)
                                   (Unaudited)

- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                      Unrealized
                                                                                                      Gain (Loss)        Total
                                                         Additional      Unearned                    on Securities      Share-
                                            Common        Paid-in          ESOP          Retained      Available-       holders'
                                            Stock         Capital         Shares         Earnings       for-Sale         Equity
                                           --------       --------       --------        --------       --------        --------
<S>                                        <C>            <C>            <C>             <C>            <C>             <C>     
Balance at December 31, 1996                   --             --             --            29,465           (204)         29,261

Issuance of common stock,
  net of conversion costs of
  $1,130 and contribution of
  stock to foundation                            64         65,385         (5,126)           --                           60,323

ESOP shares earned                             --              110            191            --             --               301

Net income                                     --             --             --             1,825           --             1,825

Change in valuation allowance
  for securities available-for-sale,
  net of income taxes                          --             --             --              --              162             162
                                           --------       --------       --------        --------       --------        --------


Balance at December 31, 1997                     64         65,495         (4,935)         31,290            (42)         91,872

ESOP shares earned                             --               47             88            --             --               135

Net income                                     --             --             --             1,453           --             1,453

Change in valuation allowance
  For securities available-for-sale
  Net of income taxes                          --             --             --              --               45              45
                                           --------       --------       --------        --------       --------        --------

Balance at March 31, 1998                  $     64       $ 65,542       $ (4,847)       $ 32,743       $      3        $ 93,505
                                           ========       ========       ========        ========       ========        ========
</TABLE>







                                                                               6
<PAGE>


                        FIRST SECURITYFED FINANCIAL, INC.
                                CHICAGO, ILLINOIS
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
             (Dollars in thousands, except share and per share data)
                                   (Unaudited)

- --------------------------------------------------------------------------------

                                                            Three months ended
                                                                 March 31,
                                                           --------------------
                                                             1998        1997
                                                           --------    --------
Cash flows from operating activities
    Net income                                             $  1,453    $    560
    Adjustments to reconcile net income to net
      cash from operating activities
       Depreciation and amortization                             98          91
       Amortization of discounts and premiums
         on securities                                           35          52
       Provision for loan losses                                 62         562
       ESOP compensation expense                                135           0
       Change in
          Deferred loan origination fees                          4          (7)
          Accrued interest receivable and other assets         (163)       (112)
          Other liabilities and deferred income taxes           231        (876)
                                                           --------    --------
              Net cash provided by operating activities       1,855         270

Cash flows from investing activities
    Purchase of securities available-for-sale                (5,000)          0
    Purchase of securities held-to-maturity                 (12,573)     (2,600)
    Proceeds from repayment of securities                     2,067       1,730
    Proceeds from calls and maturities of securities          4,980       1,000
    Net change in loans                                      (9,025)         57
(Capital expenditures, net                                       (3)        (13)
    Proceeds from sale of real estate owned                       0          43
                                                           --------    --------
      Net cash used in investing activities                 (19,554)        217

Cash flows from financing activities
    Net increase (decrease) in deposits                       2,541         477
    Net borrowings from FHLB                                  4,000       3,500
    Net decrease in advances from
      borrowers for insurance and taxes                        (975)       (931)
                                                           --------    --------
       Net cash provided by (used in) financing activities    5,566       3,046
                                                           --------    --------

Decrease in cash and cash equivalents                        12,133      (3,533)

Cash and cash equivalents at beginning of period             30,090       7,300
                                                           --------    --------

Cash and cash equivalents at end of period                 $ 17,957    $ 10,833
                                                           ========    ========




                                                                               7
<PAGE>


                        FIRST SECURITYFED FINANCIAL, INC.
                                CHICAGO, ILLINOIS
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Financial Statement Presentation
First  SecurityFed  Financial,  Inc.  (the  Company)  is a Delaware  corporation
organized  in July 1997 by First  Security  Federal  Savings  Bank (the Bank) in
connection  with the  conversion of the Bank from a federally  chartered  mutual
savings bank to a federally  chartered  stock savings bank.  For purposes of the
Form 10-Q the unaudited  financial  statements and  Management's  Discussion and
Analysis of Financial  Condition and Results of Operations  presented herein are
for the Bank as a  predecessor  entity to the Company  for periods  prior to the
mutual to stock conversion on October 30,1997.

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial  information and with the  instructions  to Form 10-QSB.  Accordingly,
they do not include all the  information  and  footnotes  required by  generally
accepted accounting principles for complete financial statements.

In the opinion of management,  the unaudited  consolidated  financial statements
contain  all  adjustments  (consisting  only of  normal  recurring  adjustments)
necessary  to  present  fairly  the  financial  condition  of First  SecurityFed
Financial, Inc. as of March 31, 1998 and 1997, and the results of its operations
and cash flows for the three month periods then ended.

NOTE 2 - CONVERSION

On October 31, 1997, First Security Federal Savings Bank ("Bank") converted from
a federally chartered mutual savings bank to a federally chartered stock savings
bank.  The Bank issued all of its common stock to First  SecurityFed  Financial,
Inc.  ("Company")  and at the same time the Company issued  6,408,000  shares of
common stock at $10.00 per share to the ESOP,  certain  depositors  of the Bank,
and certain members of the general public,  all pursuant to a plan of conversion
("Conversion").

As part of the conversion,  the Bank's depositors  approved a stock contribution
of 250,000 shares to The Heritage  Foundation of First Security  Federal Savings
Bank,  Inc.  (the  "Foundation").  The  contribution  was accrued at the time of
conversion  for $2.5 million based on the $10 per share initial  offering  price
and  resulted  in $2.5  million of  expense  ($1.5  million,  net of tax) to the
Company. Additional paid-in capital was increased by $2.5 million as a result of
the unconditional commitment to contribute the stock to the Foundation.

The ESOP purchased  512,640 shares of common stock  representing 8% of the total
issued  shares.  The ESOP borrowed  $5,126,400  from the Company to purchase the
stock  using the  stock as  collateral  for the  loan.  The loan is to be repaid
principally from the Bank's  contributions to the ESOP over a period of up to 20
years.


                                                                               8
<PAGE>


                        FIRST SECURITYFED FINANCIAL, INC.
                                CHICAGO, ILLINOIS
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

NOTE 3 - EARNINGS PER COMMON SHARE

A  reconciliation  of the numerator and  denominator  of the earnings per common
share  computation  for the three month period ended March  31,1998 is presented
below:

Earnings per common share
      Net Income                                                          $1,453
                                                                          ======

      Net income attributable to common shareholders                      $1,453
                                                                          ======

      Weighted average common shares outstanding                           5,919
      Add: shares committed to be issued to charitable foundation            250


          Total weighted average common shares outstanding                 6,169
                                                                          ======

                   Basic earnings per share                               $  .24
                                                                          ======


                                                                               9
<PAGE>



                        FIRST SECURITYFED FINANCIAL, INC.
                                CHICAGO, ILLINOIS
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

NOTE 4 - CAPITAL REQUIREMENTS

Pursuant to federal  regulations,  savings institutions must meet three separate
capital  requirements.  The  following  is a summary  of the  Bank's  regulatory
capital at March 31, 1998.

                                            Tangible       Core      Risk based
                                            Capital      Capital      Capital
                                            -------      -------      -------
                                                      (In thousands)

Regulatory capital                          $62,852      $62,852      $65,009

Minimum capital requirement                   4,598       12,262       11,744
                                            -------      -------      -------

Excess regulatory capital over
  minimum requirement                       $58,254      $50,590      $53,265
                                            =======      =======      =======



NOTE 5 - COMPREHENSIVE INCOME

Under a new accounting  standard,  comprehensive  income is now reported for all
periods.  Comprehensive  income includes both net income and other comprehensive
income.  Other comprehensive  income includes the change in unrealized gains and
losses on securities available-for-sale.





                                                                              10
<PAGE>


                        FIRST SECURITYFED FINANCIAL, INC.
                                CHICAGO, ILLINOIS
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------

Comparison of Financial Condition at March 31, 1998 and December 31, 1997

Total  assets  increased  $7.5 million to $323.3  million at March  31,1998 from
$315.8  million at December  31,1997.  The increase was primarily a result of an
increase of $8.7 million in loans  receivable  and $11.0  million in  securities
offset by a decrease of $12.3 million in cash and cash equivalents.

Net loans  receivable  increased by $8.7 million from $186.3 million at December
31,1997 to $195.0  million at March  31,1998 as a result of increased  marketing
efforts and strong market demand due to the prevailing  favorable  interest rate
environment.

Cash and cash  equivalents  decreased  by $12.3  million  from $30.1  million at
December 31,1997 to $17.8 million at March 31,1998. This decrease was the result
of the  redeployment of funds into higher yielding loans as loan demand remained
strong.

Securities  available-for-sale  increased by $4.1 million from $32.5  million at
December  31,1997 to $36.6  million at March  31,1998.  During  this three month
period, securities held-to-maturity increased by $6.9 million from $57.0 million
at  December  31,1997 to $63.9  million  at March  31,1998.  This $11.0  million
increase  in  securities  was the  result of the  continuing  investment  of the
proceeds of the institution's mutual-to-stock conversion.

Total  liabilities  at March  31,1998  were  $229.8  million  compared to $224.0
million at December 31,1997, an increase of $5.8 million.  Deposits increased by
$2.5 million and FHLB  advances  increased by $4.0  million.  In this same three
month period,  advances from borrowers for taxes and insurance decreased by $1.0
million.  The net increase in  liabilities  helped in funding loan growth and in
increasing the securities portfolio.

Equity at March 31,1998 was $93.5 million  compared to $91.9 million at December
31,1997,  an increase of $1.6  million.  This  increase was due primarily to net
earnings of $1.5  million and a decrease in the  unrealized  loss on  securities
available-for-sale of $45,000.

Comparison  of  Operating  Results for the Three Months Ended March 31, 1998 and
March 31, 1997

General
Net  earnings  for the three  months  ended March  31,1998  were  $1,453,000  an
increase of $893,000  from net  earnings of $560,000  for the three months ended
March  31,1997.  The increase was due  primarily to an increase of $1,057,000 in
net interest  income and a $500,000  decrease in the  provision  for loan losses
offset by a $122,000 increase in non-interest expense and a $551,000 increase in
the provision for income taxes.


                                                                              11
<PAGE>


                        FIRST SECURITYFED FINANCIAL, INC.
                                CHICAGO, ILLINOIS
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------

Interest Income

Interest  income for the three  months  ended  March  31,1998  was $6.0  million
compared to $4.9 million for the three months ended March  31,1997,  an increase
of $1.1 million or 22.4%.  The increase in interest  income was the result of an
increase in the average  balance of interest  earning assets due to increases in
the average  balances of loans  receivable and securities.  The increases in the
average balances of loans receivable and securities were primarily the result of
investing funds from the mutual-to-stock conversion.

Interest Expense

Interest  expense  for the three  months  ended March  31,1998 was $2.5  million
compared to $2.4 million for the three months ended March  31,1997,  an increase
of $100,000 or 4.2%. The increase in interest  expense was primarily a result of
increased borrowings from the Federal Home Loan Bank used to fund loan growth.

Provision for Loan Losses

The  provision  for loan losses for the three  months  ended  March  31,1998 was
$62,000  compared to  $562,000  for the three  months  ended  March  31,1997,  a
decrease of $500,000.  The  provision for loan losses in 1997 was due to various
loans to the Bennett Funding Group, Inc. (Bennett Funding) which were secured by
equipment leases.  Bennett Funding declared  bankruptcy in 1996. During 1996, no
additional loan loss provisions were made as management investigated whether the
leases  securing the loans on their books were legally  secured and also awaited
further  rulings  from the  bankruptcy  court.  During 1997,  after  receiving a
settlement offer, the Bank charged off $432,000 of the Bennett Funding loans. In
addition,  management was considering  foreclosure  proceedings on several other
loans for which they were uncertain they would recover the  outstanding  balance
and related  expenses.  These loans also contributed to the increased  provision
for the three months ended March 31,1997.

The amount of the  provision  and  allowance  for  estimated  losses on loans is
influenced by current  economic  conditions,  actual loss  experience,  industry
trends and other factors,  including  real estate  values,  in the Bank's market
area . In addition,  various regulatory  agencies,  as an integral part of their
examination  process ,  periodically  review the Bank's  allowance for estimated
losses on loans.  Such agencies may require the Bank to provide additions to the
allowance based upon judgements which differ from those of management.  Although
management  uses  the  best  information  available  and  maintains  the  Bank's
allowance  for losses at a level it  believes  adequate  to provide  for losses,
future adjustments to the allowance may be necessary due to economic, operating,
regulatory and other conditions that may be beyond the Bank's control.

Noninterest Income

Noninterest  income  for the three  months  ended  March  31,1998  was  $159,000
compared to $150,000 for the three months ended March 31,1997.  Service  charges
on deposits remained relatively stable during these periods.


                                                                              12
<PAGE>

                        FIRST SECURITYFED FINANCIAL, INC.
                                CHICAGO, ILLINOIS
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------

Noninterest Expense

Noninterest  expense was $1.2 million for the three  months ended March  31,1998
compared to $1.1 million for the three months ended March  31,1997,  an increase
of $100,000.  The increase was primarily due to an increase in compensation  and
benefits expense related to the implementation of the ESOP plan.

Income Taxes

Income taxes were $915,000 for the three months ended March 31,1998  compared to
$364,000 for the three months ended March 31,1997, an increase of $551,000.  The
increase  in the  provision  for  income  taxes was due to an  increase  of $1.4
million in pretax earnings.

Impact of New Accounting Standards

Statement of Financial Accounting Standards No. 131, "Disclosures about Segments
of an Enterprise and Related  Information",  was issued in 1997 by the Financial
Accounting  Standards Board.  This Statement  establishes  standards for the way
that public business  enterprises report information about operating segments in
annual financial reports issued to shareholders.  It also establishes  standards
for related disclosures about products and services, geographic areas, and major
customers.  Statement  131 is effective  for periods  beginning  after  December
31,1997.  Management  does not believe that the provisions of this Statement are
applicable to the Company,  since substantially all of the Company's  operations
are banking services.

Safe Harbor Statement

This report contains certain  forward-looking  statements  within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities   Exchange   Act  of  1934,   as  amended.   The  Bank  intends  such
forward-looking  statements  to be covered  by the safe  harbor  provisions  for
forward-looking  statements  contained in the Private  Securities  Reform Act of
1995,  and is  including  this  statement  for  purposed  of these  safe  harbor
provisions.  Forward-looking statements,  which are based on certain assumptions
and  describe  future  plans,  strategies  and  expectations  of the  Bank,  are
generally  identifiable  by use  of the  words  "believe",  "expect",  "intend",
"anticipate",  "estimate",  "project" or similar expressions. The Bank's ability
to  predict  results  or the  actual  effect of future  plans or  strategies  is
inherently uncertain.  Factors which could have a material adverse affect on the
operations and future  prospects of the Bank and the subsidiaries  include,  but
are not limited to, changes in: interest  rates,  general  economic  conditions,
legislative  /  regulatory  changes,  monetary  and fiscal  policies of the U.S.
Government,  including  policies of the U.S.  Treasury  and the Federal  Reserve
Board, the quality or composition of the loan or investment  portfolios,  demand
for loan products, deposit flows, competition,  demand for financial services in
the Bank's market area and accounting principles, policies and guidelines. These
risks and  uncertainties  should be  considered  in  evaluating  forward-looking
statements and undue reliance should not be placed on such  statements.  Further
information  concerning  the  Company  and its  business,  including  additional
factors that could materially affect the Bank's financial  results,  is included
in the Bank's filings with the Securities and Exchange Commission.


                                                                              13
<PAGE>


                        FIRST SECURITYFED FINANCIAL, INC.
                                CHICAGO, ILLINOIS
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------

Year 2000

The Company has conducted a review of its computer systems to review the systems
that  could  be  affected  by  the  Year  2000  issue  and  is   developing   an
implementation plan to resolve the issue. The Year 2000 problem is the result of
computer  programs being written using two digits rather than four to define the
applicable  year. For example,  programs that have time  sensitive  software may
recognize  a date using "00" as the year 1900  rather  than the year 2000.  This
could result in a major system failure or miscalculations. The Company presently
believes that, with  modifications to existing software and by converting to new
software,  the Year 2000 problem will not pose significant  operational problems
for the Company's  computer  systems as so modified and converted.  However,  if
such  modifications  and conversions  are not completed in a timely manner,  the
Year 2000 problem may have a material impact on the operations of the Company.



                                                                              14
<PAGE>


                        FIRST SECURITYFED FINANCIAL, INC.
                                CHICAGO, ILLINOIS
- --------------------------------------------------------------------------------

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

In an attempt to manage its  exposure to changes in interest  rates,  management
monitors the  Company's  interest rate risk.  The Board of Directors  reviews at
least quarterly the Company's interest rate risk position and profitability. The
Board of Directors also reviews the Company's portfolio,  formulates  investment
strategies and oversees the timing and  implementation of transactions to assure
attainment  of  the  Company's  objectives  in the  most  effective  manner.  In
addition,  the Board reviews on a quarterly basis the Company's  asset/liability
position,  including  simulations  of the  effect on the  Company's  capital  of
various interest rate scenarios.

In managing its asset/liability mix, the Company,  depending on the relationship
between long- and  short-term  interest  rates,  market  conditions and consumer
preference,  often  places more  emphasis on  managing  short term net  interest
margin than on better  matching the interest rate  sensitivity of its assets and
liabilities  in an effort to enhance net interest  income.  Management  believes
that the increased net interest income resulting from a mismatch in the maturity
of its asset and liability portfolios can, during periods of declining or stable
interest rates, provide high enough returns to justify the increased exposure to
sudden and unexpected increases in interest rates.

The Board has taken a number of steps to manage the Company's  vulnerability  to
changes in interest rates.  First, the Company has long used community outreach,
customer  service and marketing  efforts to increase the Company's  passbook and
other non-certificate  accounts. At March 31,1998, $90.7 million or 42.7% of the
Company's  deposits  consisted of passbook,  NOW and money market accounts.  The
Company  believes  that  these  accounts  represent  "core"  deposits  which are
generally  somewhat  less interest  rate  sensitive  than other types of deposit
accounts.  Second,  while the Company  continues to originate 30 year fixed rate
residential  loans for portfolio as a result of consumer  demand,  an increasing
proportion of the Company's  residential loans have terms of 15 years or less or
carry adjustable interest rates.  Finally, the Company has focused a significant
portion of its  investment  activities on securities  with  adjustable  interest
rates or terms of five years or less. At March 31,1998, $15.2 million or 46.5% f
the Company's mortgage-backed  securities had adjustable interest rates or terms
to maturity (or anticipated average lives in the case of collateralized mortgage
obligations)  of five years or less and $14.3  million or 27.4% of the Company's
other  securities  had  adjustable  interest  rates or terms to maturity of five
years or less.

Management  utilizes  the net  portfolio  value  ("NPV")  analysis  to  quantify
interest rate risk. In essence,  this approach calculates the difference between
the present value of liabilities, expected cash flows from assets and cash flows
from off balance sheet contracts. Presented below, as of December 31,1997, is an
analysis of the Bank's  estimated  interest  rate risk as measured by changes in
NPV for  instantaneous  and sustained  parallel shifts in interest rates, up and
down 400 basis points in 100 point increments.


                                                                              15
<PAGE>


                        FIRST SECURITYFED FINANCIAL, INC.
                                CHICAGO, ILLINOIS
- --------------------------------------------------------------------------------

          Assumed Change                       $ Change in         % Change in
         In Interest Rates     $ Amount            NPV                 NPV    
         -----------------     --------            ---                 ---    
          (Basis Points)        (Dollars in Thousands)

             + 400             $ 47,002         $(23,370)              (33)%
             + 300               53,042          (17,330)              (25)
             + 200               59,209          (11,163)              (16)
             + 100               65,222           (5,150)               (7)
                --               70,372               --                --
             - 100               74,138            3,766                 5
             - 200               77,084            6,712                10
             - 300               80,542           10,170                14
             - 400               85,014           14,642                21
            


Certain  assumptions  utilized in  assessing  the  interest  rate risk of thrift
institutions  were employed in preparing the preceding table.  These assumptions
relate to interest rates,  loan prepayment  rates,  deposit decay rates, and the
market values of certain assets under the various  interest rate  scenarios.  It
was also assumed that  delinquency  rates will not change as a result of changes
in interest rates although there can be no assurance that this will be the case.
Even if  interest  rates  change  in the  designated  amounts,  there  can be no
assurance that the Company's  assets and liabilities  would perform as set forth
above. In addition,  a change in U.S.  Treasury rates in the designated  amounts
accompanied  by a change in the shape of the  Treasury  yield  curve would cause
significantly different changes to the NPV than indicated above.


                                                                              16
<PAGE>


                        FIRST SECURITYFED FINANCIAL, INC.
                                CHICAGO, ILLINOIS
- --------------------------------------------------------------------------------


Part II    Other Information

Item 6.    Exhibits and Reports on Form 8-K.

      a.   Exhibits - Exhibit 27 - Financial Data Schedule
      b.   Reports on Form 8-K - none



                                                                              17
<PAGE>

                        FIRST SECURITYFED FINANCIAL, INC.
                                CHICAGO, ILLINOIS
- --------------------------------------------------------------------------------

                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.


                                        FIRST SECURITYFED FINANCIAL, INC
                                        (Registrant)



                                        By: /s/Julian E. Kulas
                                        ---------------------------------
                                        Julian E. Kulas
                                        Principal Executive Officer
                                        May 14, 1998



                                        By: /s/Harry Kucewicz
                                        ---------------------------------
                                        Harry Kucewicz
                                        Chief Financial and Accounting Officer
                                        May 14,1998



                                                                              18

<TABLE> <S> <C>


<ARTICLE>                                            9
<LEGEND>
The schedule  contains summary financial  information  extracted from the annual
report on Form 10-K for the quarter  ended March 31,1998 and is qualified in its
entirety by reference to such financial statements
</LEGEND>

<MULTIPLIER>                                   1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                           DEC-31-1998
<PERIOD-END>                                MAR-31-1998
<CASH>                                            10,757  
<INT-BEARING-DEPOSITS>                               200  
<FED-FUNDS-SOLD>                                   7,000  
<TRADING-ASSETS>                                       0  
<INVESTMENTS-HELD-FOR-SALE>                       36,552  
<INVESTMENTS-CARRYING>                            63,851  
<INVESTMENTS-MARKET>                              64,140  
<LOANS>                                          195,031  
<ALLOWANCE>                                        1,889  
<TOTAL-ASSETS>                                   323,279  
<DEPOSITS>                                       212,641  
<SHORT-TERM>                                           0  
<LIABILITIES-OTHER>                                3,133  
<LONG-TERM>                                       14,000  
                                 64  
                                            0  
<COMMON>                                               0  
<OTHER-SE>                                        93,441  
<TOTAL-LIABILITIES-AND-EQUITY>                   323,279  
<INTEREST-LOAN>                                    4,067  
<INTEREST-INVEST>                                  1,793  
<INTEREST-OTHER>                                     164  
<INTEREST-TOTAL>                                   6,024  
<INTEREST-DEPOSIT>                                 2,324  
<INTEREST-EXPENSE>                                 2,513  
<INTEREST-INCOME-NET>                              3,511  
<LOAN-LOSSES>                                         62  
<SECURITIES-GAINS>                                     0  
<EXPENSE-OTHER>                                    1,240  
<INCOME-PRETAX>                                    2,368  
<INCOME-PRE-EXTRAORDINARY>                         2,368  
<EXTRAORDINARY>                                        0  
<CHANGES>                                              0  
<NET-INCOME>                                       1,453  
<EPS-PRIMARY>                                       0.24  
<EPS-DILUTED>                                       0.24  
<YIELD-ACTUAL>                                      4.52
<LOANS-NON>                                            9  
<LOANS-PAST>                                       1,183  
<LOANS-TROUBLED>                                       0  
<LOANS-PROBLEM>                                        0  
<ALLOWANCE-OPEN>                                   1,828  
<CHARGE-OFFS>                                          0  
<RECOVERIES>                                           0  
<ALLOWANCE-CLOSE>                                  1,889  
<ALLOWANCE-DOMESTIC>                               1,889  
<ALLOWANCE-FOREIGN>                                    0  
<ALLOWANCE-UNALLOCATED>                              706  
                                                          
                                                          

</TABLE>


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